a2018630exhibit103






                                                                                                                                                                                                                                                                                                                                                                                                                                 Performance Award Agreement         This AGREEMENT between Knowles Corporation, a Delaware corporation (the “Company”), and [Employee   Name] (the “Grantee”) is made as of February 15, 2018 (the “Grant Date”), subject to the Grantee’s acceptance   of this Agreement in accordance with Section 14 hereof.        WHEREAS, the Company has adopted the Knowles Corporation 2018 Equity and Cash Incentive Plan (as  amended from time to time, the "Plan") in order to, among other things, motivate employees of the Company and  its subsidiaries to act in the long-term best interests of the Company and its stockholders; and     WHEREAS, the Company has determined to grant the Grantee a Performance Award in the form of   performance-based restricted stock units (“PSUs”) as provided herein to encourage the Grantee’s efforts toward   the continuing success of the Company.        NOW, THEREFORE, the Company and the Grantee agree as follows:      1. Grant of Performance Award.              1.1. The Company hereby grants to Grantee a award of PSUs with respect to its common stock, par value $0.01         per share, pursuant to the Plan, as indicated below, with a notional value based on the Company’s common         stock price on the Grant Date subject to adjustment pursuant to the terms provided in this Agreement         and Appendix A  (the “Award”) and the execution or electronic acceptance of this Agreement by the         Grantee.  Subject to Section 5, payment with respect to vested PSUs shall be made entirely in the form of         Common Stock in accordance with Section 3.                   Target number of PSUs: [Number]              1.2. This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the         Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set         forth herein, the capitalized terms used in this Agreement shall have the same definition and meaning as set         forth in the Plan.             2. Performance Period.             The number of PSUs that the Grantee may earn is based on Knowles performance over a three year period (the       “Performance Period”). The Performance Period applicable to this Award shall commence and expire as      provided in Appendix A.          3. Determination of Award.             As soon as possible after the end of the Performance Period, the Compensation Committee of the Board of      Directors of the Company (the “Committee”) will certify whether the applicable performance objectives set forth      in Appendix A have been met for the Performance Period and determine the number of shares of Common      Stock, if any, payable in accordance with this Agreement, subject to the right of the Committee to adjust the     payout level of the PSUs as may be provided in the Plan or as the Committee otherwise determines to reflect the     impact of specified corporate transactions (such as a stock split or dividend), special charges, accounting or tax     law changes and other extraordinary or nonrecurring events.         4. Issuance of Common Stock.   





 






  Page 2            Following the end of the Performance Period, the Committee shall determine the final number of PSUs     earned by the Grantee, which determination shall be final and binding. As soon as practicable following the    date that the Committee certifies that the applicable performance measures have been met (but in any event no    later than March 15th after the end of the Performance Period), the Company shall issue a share of Common    Stock with respect to each vested PSU, less that number of shares of Common Stock which, subject to Section 9,    may be credited to cover applicable taxes on the Award, and such shares of Common Stock will be issued in the    form of book entry shares in the name of the Grantee. PSUs will only be settled in shares of Common Stock.    Any other settlement modality shall be considered an exception, which would have to be approved separately    by the Committee.    5. Forfeiture of Award.            5.1 Termination of Employment. If, prior to the end of the Performance Period, the Grantee’s employment     terminates for any reason, other than death, Disability, Retirement or Change in Control, this Award shall     automatically terminate and the Grantee shall not be entitled to receive any shares of Common Stock under    Sections 3 or 4 of this Agreement or otherwise under this Agreement.             5.1(a) Disability or Death. If the Grantee becomes Disabled or terminates employment due to death, the        Grantee shall vest in the number of PSUs that would have been earned, assuming achievement of the        performance measures at the “Target” level, and multiplied by a fraction equal to the months during the        Performance Period prior to the Grantee’s Disability or death over the months in the Performance Period.         The Award shall be settled within 60 days following the Grantee’s date of death or Disability.            5.1(b) Retirement.  If the Grantee’s employment terminates as a result of Retirement by the Grantee,        subject to the conditions set forth in Section 7, the Award shall continue to vest as if the Grantee’s        employment had not terminated until such time as the Performance Period has lapsed and the Award        shall be settled in accordance with Section 4.                   5.1(c) Change in Control.  If the Grantee’s employment terminates as a result of a Change in Control as        provided in Section 6.9(a) of the Plan, then the Award shall be settled within 60 days following the       Grantee’s termination of employment, based on the change in control vesting provisions set forth        in Appendix A; provided, however, if (i) the Award is considered “nonqualified deferred compensation”        within the meaning of Section 409A of the Code, (ii) the Grantee satisfies or would satisfy the age and        service requirements for “Retirement” during the Performance Period and (iii) the Change in Control is        not a “change in control event” within the meaning of Section 409A, then the Award shall be settled        following the conclusion of the Performance Period in accordance with Section 4 of this Agreement.  If a        Change in Control occurs as provided in Section 6.9(b) of the Plan where the Award is not effectively        assumed, then the Award shall be settled within 60 days following such Change in Control; provided,        however, the Award shall be settled at the times specified in Section 4 or, if earlier, Section 5.1(a) if        either (i) the Award is subject to Section 409A of the Code and the Change in Control does not constitute        a “change in control” event within the meaning of Section 409A of the Code or (ii) otherwise required to        comply with Section 409A of the Code.                  5.1(d) Definitions.                “Disability” or “Disabled” shall mean the permanent and total disability of the Grantee within        the meaning of Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code. The determination of your Disability        shall be made by the Committee in its sole discretion.                            “Retirement” shall mean (i) the termination of the Grantee’s employment, other than for Cause,        with the Company and its Affiliates if, at the time of such termination of employment, the Grantee has        attained at least age sixty two (62) and completed at least five (5) years of service with the Company and       its Affiliates (including service with Dover Corporation and its affiliates prior to the Company’s Spin-      Off), and (ii) the Grantee complies with the non-competition restrictions set forth below.                 





 






    Page 3         5.2 Misconduct.  If prior to the issuance of shares of Common Stock under this Agreement, the Grantee has      (i) used for profit or disclosed to unauthorized persons, confidential information or trade secrets of the      Company or any of its Subsidiaries, (ii) breached any contract with, violated any policy of the Company or     any of its Subsidiaries (including, without limitation, the Company’s Insider Trading and Confidentiality     Policy and Anti-hedging and Anti-pledging Policy, as such policies may be modified from time to time, or     violated any fiduciary obligation to the Company or any of its Subsidiaries, or (iii) engaged in unlawful     trading in the securities of the Company or any of its Subsidiaries or of another company based on     information gained as a result of that Grantee’s employment with, or status as a director to, the Company or     any of its Subsidiaries (each of (i), (ii) and (iii) shall be considered “Cause” under the Plan), unless such      misconduct or violation is waived in writing by the Compensation Committee or the General Counsel of the      Company, the Award shall automatically terminate and the Grantee shall not be entitled to receive any shares      of Common Stock under Section 4 or otherwise under this Agreement. (Copies of the current version of the     Company’s Anti-hedging and Anti-pledging Policy are available on the Company’s third-party stock plan      administrator’s website.)   By accepting this Agreement, Grantee acknowledges his/her understanding that     nothing contained in this Agreement limits Grantee’s ability to report possible violations of law or regulation     to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment     Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health     Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or     local governmental agency or commission (“Government Agencies”).   Grantee further understands that this      Agreement does not limit Grantee’s ability to communicate with any Government Agencies or otherwise      participate in any investigation or proceeding that may be conducted by any Government Agency, including      providing documents or other information, without notice to the Company. Nothing in this Agreement shall      limit Grantee’s ability under applicable United States federal law to (i) disclose in confidence trade secrets to      federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or      investigating a suspected violation of law or (ii) disclose trade secrets in a document filed in a lawsuit or      other proceeding, but only if the filing is made under seal and protected from public disclosure.      6. Restrictions on Transfer. The Award and the shares of Common Stock issued under this Agreement may not      be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated until such      shares have vested and been issued.         7. Non-Competition. The enhanced benefits of Retirement provided to Grantee hereunder shall be subject to the      provisions set forth herein. If Grantee terminates due to Retirement, Grantee shall be deemed to have     expressly agreed not to engage, directly or indirectly in any capacity, in any business in which the Company     or any Affiliate at which Grantee was employed at any time in the three (3) years immediately prior to     termination of employment was engaged, as the case may be, in the geographic area in which the Company     or such Affiliate actively carried on business at the end of Grantee’s employment there, for the period     remaining after Grantee’s termination of employment until the end of the  Performance Period set forth     herein.  In the event that Grantee fails to comply with the non-compete provisions set forth herein, Grantee     shall forfeit the enhanced benefits realized upon a termination due to Retirement referred to above and shall     return to the Company the economic value theretofore realized by reason of such benefits, as determined by     the Committee. If the non-compete provisions of this Award shall be unenforceable, the Committee may     rescind the benefits of Retirement set forth above.            8. Limitation of Rights.  During the Performance Period, the Grantee shall not have any rights of a stockholder      (including voting rights) or the right to receive any dividends declared or other distributions paid with respect to      any PSUs or shares of Common Stock which may be issued pursuant to this Award.             9. Taxes. Prior to the delivery to the Grantee (or the Grantee’s estate, if applicable) of book entry shares with      respect to the PSUs in respect of which all restrictions have lapsed, the Grantee (or the Grantee’s estate) shall     pay to the Company the federal, state and local income taxes and other amounts as may be required by law to be     withheld by the Company (the “Withholding Taxes”) with respect to such shares of Common Stock.  By     accepting and returning this Agreement in the manner provided in Section 15, the Grantee (or the Grantee’s     estate) shall be deemed to elect to have the Company withhold whole shares of Common Stock having an     aggregate Fair Market Value equal to the Withholding Taxes in satisfaction of the Withholding Taxes, such     election to continue in effect unless or until the Grantee (or the Grantee’s estate): (i) notifies the Company not  





 






    Page 4         less than 10 days before such delivery that the Grantee (or the Grantee’s estate) will satisfy such obligation in      cash prior to delivery of the shares of Common Stock to the Grantee: and (ii) not less than 2 days prior to     delivery of the shares  of Common Stock pays the Withholding Taxes in cash to the Company or its designee, in     which event the Company shall not withhold a portion of such shares of Common Stock as otherwise provided     in this Section 8. Any fraction of a share which would be required to satisfy Withholding Taxes obligation shall     be disregarded and the remaining amount due shall be paid in cash by the Grantee.      10. IRS Section 409A. This Award is intended to comply with or be exempt from Section 409A of the Code to      the maximum extent possible.  If the Company determines that the Award granted under this Agreement is or      may be subject to Section 409A of the Code, then the shares of Common Stock that are scheduled to be      issued to the Grantee upon “separation from service” will be delayed until the first day of the seventh month      following your “separation from service” with the Company or its “affiliates” within the meaning of Section      409A (or following the date of participant’s death, if earlier) to the extent required to comply with Section      409A of the Code.    11. Clawback. Grantee acknowledges that this Award is subject to the Company’s Clawback Policy, as in effect      on the date of this Agreement. (A copy of the current version of the Company’s Clawback Policy is available      on the Company’s third-party stock plan administrator’s website.)   12. Grantee Bound by the Plan.  The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be      bound by all the terms and provisions thereof.  (A copy of the current version of the Plan is available on the     Company’s third party stock plan administrator’s website.)      13. Nontransferability. Neither this Agreement nor the Award is transferable by the Grantee except as provided      or permissible under the Plan.      14. Acceptance. The PSUs granted to the Grantee pursuant to the Award shall be subject to the Grantee’s      acceptance of this Agreement.  Grantee is required to accept this Award either: (a) electronically within     his/her stock plan account with the Company’s stock plan administrator according to the procedures then in     effect; or (b) by returning an executed counterpart of this Agreement to the Company.  The acceptance of     this Award constitutes acknowledgement of receipt of the Plan and consent to the terms of the Plan and this     Award as described in the Plan and this Agreement.      15. No Right to Continued Employment.  Nothing in this Agreement or the Plan shall interfere with or limit in      any way the right of the Company or its Subsidiaries to terminate the Grantee’s employment, nor confer      upon the Grantee any right to continuance of employment by the Company or any of its Subsidiaries or      continuance of service as a Board member.            16. Non-US Employees.  For Non-US Employees, and employees and employees who transfer employment      outside of the United States during the term of the PSU, the PSU award is subject to the conditions of the     attached Appendix B attached hereto for Non-US Employees.           17. Modification of Agreement.  The provisions of this Agreement may not be amended without the written      consent of Grantee where such amendment would materially impair Grantee’s rights under this Agreement.       No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the      validity, binding effect or enforceability of this Agreement.  Notwithstanding the foregoing, the Committee      retains discretion, without the need to obtain the consent of the Grantee, to determine and adjust payouts in      accordance with Section 3 hereof and the Appendix A attached hereto.          18. Severability.  Should any provisions of this Agreement be held by a court of competent jurisdiction to be      unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by      such holding and shall continue in full force in accordance with their terms.       19. Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be      governed by the laws of the State of Delaware without giving effect to any conflicts of laws principles.      





 






Page 5   20. Successors in Interest.  This Agreement shall inure to the benefit of and be binding upon any successor to the    Company.  This Agreement shall inure to the benefit of the Grantee’s legal representatives.  All obligation    imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon    the Grantee’s heirs, executors, administrators and successors.  21. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way    relate to, the interpretation, construction or application of this Agreement shall be determined by the    Committee.  Any determination made hereunder shall be final, binding and conclusive on the Grantee, the    Grantee’s heirs, executors, administrators and successors, and the Company and its Subsidiaries for all    purposes.  22. Entire Agreement. This Agreement and the terms and conditions of the Plan constitute the entire    understanding between the Grantee and the Company and its Subsidiaries, and supersede all other    agreements, whether written or oral, with respect to the Award.  23. Headings.  The headings of this Agreement are inserted for convenience only and do not constitute a part of    this Agreement.  24. Counterparts.  This Agreement may be executed or accepted simultaneously in two or more counterparts,    each of which shall constitute an original, but all of which taken together shall constitute one and the same    agreement.  KNOWLES CORPORATION   By:   GRANTEE   __________________________________________________  Signature